UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2006
REDWOOD TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other
jurisdiction of
incorporation)
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001-13759
(Commission File Number)
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68-0329422
(I.R.S. Employer
Identification No.) |
One Belvedere Place
Suite 300
Mill Valley, California 94941
(Address of principal executive offices and Zip Code)
(415) 389-7373
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On and effective March 9, 2006, the Board of Directors of Redwood Trust, Inc. (the “Company”)
increased the number of directors constituting the Board of Directors from eight to nine and
elected Georganne C. Proctor as a Class III director to fill the vacancy arising from the increase
in the number of directors.
Ms. Proctor has been appointed to the Audit Committee of the Board of Directors and the
Governance and Nominating Committee of the Board of Directors.
There are no arrangements or understandings between Ms. Proctor and any other person pursuant
to which she was elected. There are no transactions involving the Company and Ms. Proctor that
would be required to be reported pursuant to Item 404(a) of Regulation S-K.
Ms. Proctor is currently retired. From 2003 to 2005, Ms. Proctor was executive vice president
of Golden West Financial Corporation, a thrift institution. From 1994 to 2002, Ms. Proctor was
senior vice president of Bechtel Group, a global engineering firm, and also served as its Chief
Financial Officer from 1997 to 2002. From 1991 to 1994, Ms. Proctor served as finance director of
certain divisions of The Walt Disney Company, a diversified worldwide entertainment company. Ms.
Proctor has been named to serve on the new board of Kaiser Aluminum
Corporation as it emerges from bankruptcy, and also serves on the
board of Eldergivers, a non-profit
organization. Ms. Proctor holds a B.S. in Business Management from the University of South Dakota
and an M.B.A. from California State University at Hayward.
Ms. Proctor will receive compensation for her service as a director as described in the
summary of Redwood Trust, Inc. compensation arrangements for non-employee directors, a copy of
which has been previously filed by the Company with the Securities and Exchange Commission (the
“SEC”).
In connection with the election of
Ms. Proctor as a director, the Company and Ms.
Proctor entered into the Company’s standard form of indemnification agreement for directors of the
Company, which generally requires the Company to indemnify and to advance expenses to Ms. Proctor
to the maximum extent that Maryland law permits a Maryland corporation to indemnify and to advance
expenses to a director of the corporation. A copy of the form of indemnification agreement for
directors has been previously filed by the Company with the SEC.